In February 1998 a container filled with ladies' dresses and
jumpers was allegedly stolen from the yard area outside a New
Jersey warehouse. Sportswear Group, LLC ("Sportswear"), the owner
of the dresses and jumpers, filed a claim for the loss with its
insurance company Royal Insurance Company of America ("Royal").
In response, Royal brought this action seeking a declaratory
judgment that under the terms of the marine cargo insurance
policy it issued to Sportswear it is not liable for Sportswear's
claimed loss. Sportswear filed a counterclaim against Royal for a
declaration that the loss was covered and brought a third-party
complaint against both the broker that procured the insurance
policy on Sportswear's behalf, Rampart Brokerage Corporation
("Rampart"), and the New Jersey warehouse, Robalo Enterprise,
Inc. ("Robalo"). In its amended answer to the third-party
complaint, Rampart asserted a claim against Royal for
indemnification and cross-claims against Robalo for
indemnification and apportionment of responsibility for the
claimed loss.

Royal moves for judgment on the pleadings pursuant to
Fed.R.Civ.P. 12(c) against Sportswear, arguing that the marine
cargo insurance policy at issue in this case does not cover
Sportswear's loss as a matter of law. Sportswear cross-moves for
judgment on the pleadings, pursuant to Fed. R.Civ.P. 12(c), or in
the alternative for summary judgment, pursuant to Fed. R.Civ.P.
56, against Royal, contending that its loss is covered by the
insurance policy. Rampart also cross-moves for judgment on the
pleadings, contending that Sportswear's claims against it must be
dismissed because Royal's insurance policy provides coverage for
Sportswear's loss. Each of the three moving parties has indicated
that its motion is based upon all the pleadings filed in this
action.*fn1 For the reasons that follow Royal's motion for
judgment on the pleadings is granted and the remaining motions
are denied.

BACKGROUND

Sportswear retained Rampart, a licensed insurance broker, to
procure a marine cargo insurance policy on its behalf.
(Third-party compl. ¶ 7). According to Sportswear, it sought to
replace its existing policy, set to expire, with a new policy
containing the same terms. On or about November 2, 1997, Rampart
obtained Royal insurance policy POC 102586 (the "Policy") on
behalf of Sportswear. (Compl. ¶ 8; Answer ¶ 4; Third-party compl.
¶ 9). The Policy is annexed to the Complaint as Exhibit 1.

In their motions for judgment on the pleadings, both Sportswear
and Rampart contend that Sportswear's stolen goods are insured
under either Section I or III of the Policy.

Section I of the Policy contains the following "warehouse to
warehouse" provision:

This insurance attaches from the time the goods leave
the warehouse and/or store named in the policy for
the commencement of the transit and continues during
the ordinary course of transit, including customary
transshipment, if any, until the goods are discharged
overside from the overseas vessel at the final port.
Thereafter the insurance continues whilst the goods
are in transit and/or awaiting transit until
delivered to the final warehouse at the destination
named in the Policy or until expiry of (15) days . .
. whichever shall first occur. . . .

As an initial matter, I must determine what law applies to the
contract interpretation questions present in all three motions
before me. The insurance policy issued by Royal to Sportswear is
a maritime contract within the admiralty and maritime
jurisdiction of this Court; accordingly, general federal maritime
law applies. See Advani Enterprises, Inc. v. Underwriters at
Lloyds, 140 F.3d 157, 161-62 (2d Cir. 1998); New York Marine &
Gen. Ins. Co. v. Tradeline, No. 98 Civ. 7840, 1999 WL 1277244,
at 3 (S.D.N.Y. Nov. 29, 1999). Pursuant to federal maritime law,
the Court determines "the scope and validity of the [marine
insurance] policy provisions [] involved and the consequences of
breaching them" by looking to state law. Advani, 140 F.3d at
162 (quoting Wilburn Boat Co. v. Fireman's Fund Ins. Co.,
348 U.S. 310, 316, 75 S.Ct. 368, 99 L.Ed. 337 (1955)). Because this
case falls within the Court's admiralty jurisdiction, federal
choice-of-law rules control which state's law applies. See id.;
New York Marine, 1999 WL 1277244 at 3. According to the Second
Circuit,

[u]nder federal choice-of-law rules, [the Court]
determine[s] which state law to use by ascertaining
and valuing points of contact between the transaction
[giving rise to the cause of action] and the states
or governments whose competing laws are involved.
More concretely, this choice-of-law analysis should
include an assessment of the following contacts: (1)
any choice-of-law provision contained in the
contract; (2) the place where the contract was
negotiated, issued, and signed; (3) the place of
performance; (4) the location of the subject matter
of the contract; and (5) the domicile, residence,
nationality, place of incorporation, and place of
business of the parties.

Advani, 140 F.3d at 162 (internal quotations and citations
omitted).

Royal contends that under this choice-of-law analysis New York
law applies, and no party has argued otherwise.*fn3 I agree that
New York law applies. Here, the insurance contract does not
contain a choice-of-law provision. The contract was negotiated
and issued through Rampart, a New York licensed insurance broker.
(Third-party compl. ¶¶ 5, 9). Sportswear, the insured, is a New
York corporation with its principal place of business in New
York. (Answer ¶ 20). Although Royal is an Illinois corporation
with its principal place of business in North Carolina, it
maintains an office in New York. (Compl. ¶ 4). The policy
contemplates world-wide coverage and the alleged theft occurred
in New Jersey; nevertheless, balancing the factors, I conclude
that New York has the most substantial contacts with the
insurance policy at issue and that New York law governs the
dispute.

C. Royal's Motion

The crux of the dispute in this case is whether either Section
I of the Policy, the warehouse to warehouse provision, or Section
III of the Policy, the warehouse storage provision, covered
Sportswear's goods at the time they were allegedly stolen from
the yard area outside of the Warehouse. Royal contends that it is
entitled to judgment as a matter of law because Sportswear's
claimed loss is not covered under the Policy's clear, unambiguous
language. In opposition, Sportswear and Rampart assert that: (1)
the clear language of Section I of the Policy covers the loss
because the goods remained in transit at the time of the alleged
theft; (2) Section III of the Policy is ambiguous and thus must
be construed against Royal; and (3) ambiguity in the Policy
requires the Court to give effect to the parties' intentions and
Sportswear's reasonable expectation of "seamless" coverage. Upon
examination of the Policy I hold that its plain meaning
forecloses recovery for Sportswear's claimed loss. Accordingly,
Royal's motion is granted.

1. Contract Interpretation

Under New York law, "[u]nambiguous provisions of an insurance
contract, as with any written contract, must be given their plain
and ordinary meaning and the interpretation of such provisions is
a question of law for the court." Mazzuoccolo v. Cinelli,
245 A.D.2d 245, 666 N.Y.S.2d 621, 622-23 (1st Dep't 1997) (internal
citations omitted); see Uniroyal, Inc. v. Home Ins. Co.,
707 F. Supp. 1368, 1374 (E.D.N.Y. 1988) ("[i]f the policy is
unambiguous, its interpretation is strictly a question of law for
the court"). Where, however, an insurance policy is ambiguous,
the ambiguity is to be construed against the insurer and the
Court may look to extrinsic evidence to ascertain the intent of
the parties. See Andy Warhol Found. for Visual Arts, Inc. v.
Federal Ins. Co., 189 F.3d 208, 215 (2d Cir. 1999); Lavanant v.
General Accident Ins. Co., 79 N.Y.2d 623, 584 N.Y.S.2d 744, 747,
595 N.E.2d 819 (1992); Japour v. Ed Ryan & Sons Agency,
215 A.D.2d 817, 625 N.Y.S.2d 750, 751-52 (3d Dep't 1995). Thus, the
threshold question for this Court is whether the Policy is
ambiguous.

Because I do not find Section III of the Policy to be
ambiguous, I do not reach the argument that ambiguities in the
Policy should be construed in Sportswear's favor. Sportswear's
final argument — that the parties intended "seamless coverage
during all phases of shipping and storage" and therefore,
regardless of the actual terms of the Policy, this Court should
read the policy in a manner that does not create a coverage gap —
is similarly unavailing. (Sportswear Reply Mem. p. 6). Examining
the contract as a whole, I find that the purpose and intent of
the contract is expressed in the clear, unambiguous terms of the
Policy; accordingly, the Policy shall be enforced as written.
See Goldberg v. Manufacturers Life Ins. Co., 242 A.D.2d 175,
672 N.Y.S.2d 39, 44 (1st Dep't 1998) (where language in release
is unambiguous, court gives effect to "expressed intent"); Town
of German Flats v. Aetna Cas. and Sur. Co., 174 A.D.2d 1003,
572 N.Y.S.2d 819, 820 (4th Dep't) ("[i]t is the responsibility of the
courts to enforce the clear and unambiguous provisions of an
insurance contract as written"), appeal denied, 78 N.Y.2d 860,
576 N.Y.S.2d 218, 582 N.E.2d 601 (1991); Miccio v. National Sur.
Corp., 170 A.D.2d 937, 566 N.Y.S.2d 760, 762 (3d Dep't 1991)
("[w]hen the policy on its face is clear in its terms and the
sense is manifest, any resort to rules of construction or
extrinsic evidence of the parties' intent is improper . . .
where, as here, the provisions of the policy are clear, the
contract of insurance must be enforced as written") (internal
citation omitted). For all the above reasons, I hold that Royal
is entitled to judgment as a matter of law. I note that
Sportswear is not without a remedy; it may proceed on its third
party complaint against Rampart and Robalo.

D. Other Motions

Both Sportswear and Rampart cross-moved for judgment on the
pleadings solely on the ground that Sportswear's loss is covered
by the Policy as a matter of law. Because I hold that
Sportswear's claimed loss is not covered by the clear,
unambiguous language of the Policy, both motions are denied.*fn5
Although Royal has not formally moved for judgment on the
pleadings dismissing Rampart's claim against it — incorrectly
labeled a counterclaim — to the extent the counterclaim seeks a
declaration that the loss is covered it is dismissed with
prejudice for the reasons stated above. To the extent the
counterclaim somehow alleges negligence on the part of Royal it
suffers from two defects: (1) it is improperly designated a
counterclaim as Royal has not alleged any claims against Rampart,
and (2) as currently pleaded it
fails to state a claim as a matter of law. Accordingly, the
counterclaim is dismissed without prejudice to Rampart's bringing
suit against Royal for negligence if such a claim may properly be
made.

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